This ProductBoost Addendum (the "Addendum") contains the terms and conditions that govern your access to and use of ProductBoost services relating to the advertising and promotion of your products and/or brand (the "Services") on the websites operated by ContextLogic, Inc. (“Wish”). This Addendum modifies and supplements the existing agreement between you and Wish and such agreement is available at https://merchant.wish.com/terms-of-service(the “Terms of Service”). In the event of conflict between this Addendum and the Terms of Service, this Addendum shall control as it relates to the Services. Any capitalized terms not defined herein shall have the meanings set forth in the Terms of Service.
By using the Services, you agree to be bound by this Addendum and the Terms of Service.
“Ads” means an advertisement provided by you for display on the Site.
“Merchant Page” means the web page on the Site registered to or associated with your products and/or brand.
“Confidential Information” means data and information relating to us or to the Services that is not known to the general public or other data or information collected, received or derived by you in connection with the Services.
“Intellectual Property Right” means any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right.
“Materials” means any content, information, data, images, videos and other materials provided or made available by you to us in connection with the Services.
“Site” means Wish.com, our mobile apps, and other websites operated by us.
The Services include a variety of self-service and fully managed tools and services that enable you to advertise and promote your brand and/or products on our sites from time to time. Without limiting your responsibility for your Materials and use of the Services, we reserve the right to determine and control all aspects (including all functionality) of the Services and any Site, as well as the right to re-design, modify, discontinue offering or restrict access to any or all aspects of any of them at any time at our sole discretion without notice. Additionally, we may at any time remove you from the Services or suspend, reject or remove any of your Materials, your Merchant Page or your Ads without notice. Although any or all aspects of the Services may be offered without charge, we reserve the right to charge for any or all aspects of the Services at any time.
Your Merchant Page and Ads may be displayed on any part of the Site as we determine. Except as otherwise agreed upon, we do not guarantee that your Merchant Page or Ads will be displayed on or made available through any portion of the Site, nor do we guarantee that your Merchant Page or Ads will appear in any particular position or rank. In addition, we do not guarantee any impressions from the display of your Ads or any sales of products on the Site. As between you and us, you are solely responsible for all obligations, risks, liabilities and other aspects related to the Materials and your use of the Services.
You may request that we cancel an individual campaign for your Ads, and we will do so reasonably promptly after receiving your request. Any fees previously paid in connection with the cancelled campaign (including any upfront flat fee) will not be refunded, and any fees accrued in connection with the cancelled campaign as of the date of cancellation will be payable as described below.
Your Materials will be provided or made available to us in connection with the Services in the format and using the interface, feeds, APIs or other mechanisms we require and in accordance with our applicable policies. Your Materials will be complete, accurate and up-to-date, and you will promptly update your Materials as necessary to ensure they at all times remain complete, accurate and up-to-date. It is your responsibility to keep back-ups of your Materials, and we are not responsible for loss of your Materials or any information for any reason.
In addition, you hereby consent to us (1) sending you e-mails relating to the Services from time to time; and (2) monitoring, recording, using, and disclosing information contained in or about your Materials, your Merchant Page and your Ads that we obtain in connection with your use of the Services.
You will ensure that your Materials do not relate to, contain, or otherwise seek to advertise or promote any products or services that are prohibited by our applicable policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in or use of the Services, including: (a) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (b) other than through reporting offered by us under the Services, collecting any user information from any Site or retrieving, extracting, indexing or caching any portion of any Site, whether through the use of automated applications or otherwise; (c) submitting any of your Materials that are inappropriate, obscene, defamatory or unlawful, or that infringe or misappropriate the proprietary rights, including Intellectual Property Rights, of any third party; (d) submitting any of your Materials for your Ads that are directed at children under 13 years of age, as defined by COPPA; (e) engaging in any acts or practices that are unfair or deceptive in connection with your Merchant Page or your Ads, including submitting any of your Materials that are unfair, deceptive, misleading, or that contain false or inaccurate information or unsubstantiated claims; (f) targeting communications of any kind on the basis of the intended recipient being a user of the Sites; (g) interfering with the proper working of any Site, the Services or our systems; (h) transmitting any viruses, “Trojan horses” or other harmful code; or (i) attempting to bypass any mechanism we use to detect or prevent such activities.
You agree to pay us the applicable fees we calculate for your use of the Services or any part of them. You agree to pay us the applicable fees for your use of the Services in United States dollars only. All click and impression counts in connection with your Ads will be measured solely by us, and our measurements will be used as the sole basis for determining delivery of your Ads and amounts due. For any amounts you owe us, we may (a) offset any amounts that are payable by you to us against any payments we may make to you in connection with the Wish Marketplace, or (b) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts within 30 days of the date of the applicable invoice. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge, unless made within 60 days after the date charged. You understand third parties may generate impressions or clicks on your Ads for improper purposes, and you accept this risk.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your Materials, and to sublicense the foregoing rights in connection with the Services; provided that nothing in this Agreement will prevent or impair our right to use your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
We may modify any of the terms and conditions contained in this Addendum at any time and in our sole discretion. Any modifications will be effective upon the posting of a change notice or a new set of terms on our website, or by sending you an e-mail notification. You are responsible for reviewing these locations and informing yourself of all applicable changes or notices. Modifications may include, for example, changes in payment procedures or features of the Services. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUED YOUR USE OF THE SERVICES. YOUR CONTINUED PARTICIPATION IN OR USE OF THE SERVICES FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW ADDENDUM ON OUR SITE OR SENDING YOU AN E-MAIL NOTIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.
You represent and warrant to us that: (a) if you are a business or other legal entity, you are a business or other legal entity duly organized, validly existing and in good standing under the laws of the country in which your business or other legal entity is registered, and you are registering for or using the Services within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in connection with your use of the Services and in your performance of your obligations and exercise of your rights under this Agreement; (d) nothing in your Materials is false, misleading, defamatory, libelous, slanderous, illegal, harassing or threatening, or infringes or misappropriates the proprietary rights, including Intellectual Property Rights, of any third party; and (e) neither you nor any of your employees, agents, contractors or other parties operating on your behalf will use any Confidential Information generated or collected in connection with the Services for any purpose other than creating, managing, and reporting your Ads.